Web and Wing
by Bealocwealm
Summary: New York City's not the Batman's usual haunting grounds. It's up to your friendly neighbourhood Spider-Man to find out what's going on! NOT slash.
1. The Rumour

A few ideas have been bothering me, so I've started writing this thing.

A very important continuity note, especially since this is a crossover: I do not necessarily support either the Marvel or DC extended universes. There is no specific pre-established continuity either Spidey or Bats are going to be fitting 100% into, as I pick and choose my elements – for example, Superman does not exist in this universe, nor do Etrigan or Mephisto, nor Thor or Dark Phoenix. Rule of thumb: If it seems more at home in God Of War, or in general is a fight that would reasonably be happening among gods and not men, it's probably not in my own unofficial, picky-choosy world.

Apologies to any I may offend by cutting their favourite supernatural, High Fantasy or uber-powered characters or elements.

Take this as my disclaimer: With my blatant disregard for the established extended continuities of Marvel and DC, I prove that I own nothing.

* * *

Living in New York, the city can feel like the whole world. It's not that I'd never thought about Gotham. It's big, it's one of those, you know, great centers of history and enterprise and all that stuff. But with the way my life has been, the place is so far off my radar, it feels like it's in another universe.

And with the stuff that goes on there, well, that doesn't help. I've had problems with some real cards before, but they take it way too far. I can't even absorb it. Somehow, to me, it all seems like something out of a newspaper comic. It's too far fetched, and too distant. Then again, with my experience with newspapers...

"PARKER! Are you even paying attention?"

Jonah P. Jameson was about an inch from my face. For the past ten minutes, at his request, I'd been sitting in on a meeting. This actually meant that I sat around a table with a dozen other people and pretended to be totally invested while he barked orders and ideas around.

I guess I wasn't doing a great job of the 'totally invested' impression.

"Sorry, sir. Can you repeat -"

"Can I repeat myself, Parker? I sure hope so, 'cause that's all I do around here! I want pictures of this Batman!"

I couldn't help but stare.

"Batman? Isn't he in -"

"New York, Parker, wake up! I got a very good rumour the Batman's in New York, but nobody's got proof yet. You seem to get buddy-buddy with all the costumed freaks, this should be easy."

I sat up straight.

"But why is he -"

"That's not your job to figure out. Get out there. Get me a good one. See if you can get him with Spider-Man. Better yet, see if you can get him robbing widows."

I have a theory that if Jonah P. Jameson doesn't cut people off, his eyes pop right out of his head. That'd explain why they always look so close, but they never quite get there.

I could tell he didn't want me hanging around, and it didn't take his waving me towards the door while hissing "scat" repeatedly to tell me that. But I was grateful to go, getting lost in my head already. What was the Batman doing in New York?

From what I'd read – and I'll admit it wasn't much – he was kind of glued to Gotham, along with all that other craziness. It wasn't a traveling act. Maybe this was because Batman caused it, or because of something in Gotham's water. Maybe he just went where nutso supervillains gathered, and that place just happened to be Gotham.

But I was pretty sure that no matter what, his coming here couldn't be good news. Of course, it could just have been a rumour. It wouldn't be the first time Jameson got a fake story.

In fact, the more I thought about it, the more I was sure; surely I would have caught some sign of his arrival, last night, or the night before. I would've heard something about it from one of the criminals, if nobody else – they were supposed to be afraid of him. But last night I'd dealt with two petty thieves, an intoxicated blonde trying to break into a Walgreens (I know, I thought they were supposed to be open twenty-four hours too!) and a gang situation, and none of them were acting any different than usual.

And I knew in at least one respect Batman was like me. He didn't do a whole lot of crimefighting during the day. So there was no way he'd got here, say, in the morning and news had already spread.

So when I got home, I didn't think about it. I did my homework. English class is easy but crucial to my life as a part-time superhero; it teaches me the skill of acting like old information is new. Seriously, I'd read The Chosen like in fifth grade. But with that out of the way, I was feeling good. Aunt May was out of the house shopping for a few hours, and I'd just got Radioland Murders on the cheap the other day. Yeesh, good thing Aunt May would never think of tossing out the VCR. I called up Mary Jane.

"Yello?"

"Hey, MJ, 's Peter! You wanna watch a movie over here? I got fridge-pizza."

"Sounds great, but I can't. I'm grounded."

"Again?"

"Yeah, sorry. I'll see you at school."

I knew her too well to hang up. She was speaking too loudly and with too much enunciation. Sure enough, she whispered:

"Gimme ten minutes till my Dad leaves, I'll be right over."

I grinned, and hung up the phone. Before shutting off my computer, I checked my email. Bad idea.

I had a new message from Ben Urich. He works at the Bugle, and, unfortunately for me, he always knows what he's talking about. I swear not a word crosses his lips unless he has a good reason to believe it's true.

_Since you couldn't stay, here's a tip: They say the Batman was spotted near the Chrysler building. Hoping this will help,  
Urich._

The first thing to cross my mind was how thoughtful it was of him to sign off as 'Urich'. I knew he usually addressed inter-office letters with his full name; I'd been a gopher delivering enough of them. I guess somehow he'd caught on that I wasn't comfortable calling him Ben.

The second thought I had:

_Shit._

* * *

Please give me feedback! I really enjoy writing from Peter's POV. I'm not sure if the whole fic will be like this, or if I may occasionally switch to Batman's, or even the POV of other characters.


	2. All In the Head

Thanks for the reviews so far!

* * *

How long had I been sitting at my computer? From above me I heard a knock on the door.

I pushed the chair back and stood up, suddenly feeling weary. I knew this was going to be one of those things I couldn't, or wouldn't, tell MJ about. And I know that makes me sound like a bit of a jerk, but the way I figured it – didn't she worry enough? Her own life had been put at risk because of me more than once. I'd think that'd only make me worried for her safety, but knowing what that's like seems to have made her more concerned for me as well.

I can't even visualize what it's like for her... to be so worried, but unable to really do anything about it.

"Earth toPeter?"

MJ stood between me and my desk, waving her hand and grinning. It's a nervous grin that I'm starting to get used to.

"Hey, you OK?" She asked.

"Yeah, sorry. I kind of spaced out there."

"I noticed." She lowered her voice slightly, even though we were all alone. "Spider-Man stuff?" There's a certain face she makes when she asks about it. Her eyebrows do this _thing_ and she almost looks sad, but there's this – like a little twinge maybe at her lips. Like it's exciting.

"Yeah, I guess."

"Anything interesting happen last night?"

"Not really. Just a bunch of totally typical criminals."

MJ looked unconvinced – probably because I'd been spacing so hard not ten seconds before.

"No, really. Nobody else in a wacky suit showed up, no buildings got destroyed. Oh, but hey, there was something weird."

"What was it?" She stepped closer. Excited. Just like I'd thought.

"Did you know Walgreens isn't open 24-7?"

She laughed a little, I guess. I told her the interesting bits from the previous night, before we sat down on the sagging couch in my little basement hideout. I may have delayed the movie for a bit to make out. Which is something I can't do while stuck in my head.

And I had a lot of trouble staying out of my head through the movie. It's not that the Batman being in town felt like such a huge threat or anything – it's just it was a unique situation, and the mystery of it all kept me distracted as I tried to look at it through every angle.

I don't think I said much at all through the whole movie. I don't doubt that MJ was getting annoyed. Though her dad is, really honestly, a huge piece of work, she might have used him as an excuse to leave. Maybe she was afraid that Aunt May might let out to her family that she wasn't in her room as assumed, though, because the moment she left, Aunt May arrived.

At least, it felt like one moment fell right on top of the other.

Maybe I was losing myself a little bit... Lately I felt like I'd been Spider-Man full-time, and pulling off the mask and the suit was just a hassle. Just something I had to do to maintain my cover. Something that, eventually – I kind of hoped – I wouldn't have do.

"Peter? Are you home?"

I heard her from upstairs, but I didn't respond. I wanted to know what Aunt May did when I was away doing Spider-things. If she got suspicious, or upset, or angry – all things I'd seen, but only after-the-fact, when she'd caught me skipping school or lying about where I'd been. Things that had happened too many times.

"Peter?" There was a pause, punctuated only by the creak of the floor. "I have cake..."

Oooh. Cake.

I bolted upstairs before I even registered the decision. "Cake?"

Aunt May gave me a skeptical, knowing smirk.

But on the plus side, she did, in fact, have cake. Co-Worker Birthday Cake, to be precise – a curious dish of which there is always too much for those actually intended to eat it, and never nearly enough for those who it is later given to.

She just kept giving me that look. "What," I said defensively. "You said cake, I came up."

"You are such a _teenager,_Peter."

"Am I?"

"Such a teenager."

"How am I such a teenager now?"

"Your basement giggle-fests with Mary Jane, you only come up for food -"

"Which I eat all of," I added. I knew she was treating this as a game.

"Which you eat all of. But really, you worry me, Peter. Always with your head up in the clouds, so quiet and shut in. And what, no hug when I get home?"

I hadn't given her a hug on her return from work since I was thirteen or so. "Well, I'm not a little kid..."

"Exactly. Such a teenager!" She declared triumphantly, one finger up in the air.

As a teenager on a Thursday night, of course, I had to get to bed at a reasonable hour.  
And as a superhero having heard the rumour of the Batman's presence, I had no such option.

Manhattan was not my favourite patrol. It always remained so awake, and even at night an isolated scream could be hard to hear, and was rarely anything serious. It was full of police, who could take care of things well enough most of the time. Plus I didn't exactly have the best track record with them – not only had they tried to lay the blame for several crimes upon me, I'd been shot at more times than I'd care to recall.

Manhattan's overrated. But I can give one hearty reccomendation: If you can sling webs, Manhattan's a great place to play in and explore.

I searched the rooftops for the Batman; perched on the metal grotesques of the Chrysler building, where he was supposed to have been spotted, I searched the skies. A Batman ought to be able to fly, after all. But I did not see a single bit of wing. I swung downwards now – time to look on the lower roofs, and the alleys.

I knew very little about him; I knew that he dressed as a bat, and was supposed to inspire fear in the underworld. I knew that he'd put away perhaps a dozen homicidal wackjobs, most of them more than once. Even here the name of the Joker was known, however vaguely.

And I knew that, by my standards at least, Batman was one of the good guys. He didn't kill. It's comforting to know these things. Coming onto an ongoing scene, I can't always be sure.

Speaking of being unsure, that's something else I don't like about Manhattan... There's so much going on, if you hear something, you don't even know where it came from. The same is true of spider-sense.

So I stood in an alley, atop a manhole breathing white steam, with my head buzzing urgently. I was within range of at least a hundred things that could be setting me off. I didn't know whether to duck, to jump, to follow the buzzing...

I remember wildly hoping that my first instinct would be correct.

I turned sharply, thinking it was behind me. Not a soul was there. I looked up. No shadow of wings, though I half-expected to see it. I felt something rise into my throat and I realized I was uneasy... maybe there was something to this idea of striking fear into criminals, if the mere rumour of the Batman could do this to me, could send my head buzzing maddeningly... I kept turning, looking around. But the alley only held dumpsters, boxes, old newspapers.

The smells seemed to heighten from all the garbage. Or maybe it was from the manhole cover... The thought briefly sickened me. It climbed almost instantly to severe nausea.

And then I was sick in my mask.

That was the gentle beginnings of the illness that took me then. I heard sounds, screams, warped and twisted, high as the feedback from a microphone. I felt liquid in my ears and I was sure they were bleeding, but I must run to the screams... I ran. I tripped. I choked. I was sobbing without knowing how I began. The world rotated one hundred eighty degrees and I clung to the ceiling, fingers slipping.

Buildings warped like taffy below me, bending up towards me like snake's teeth. I couldn't move. I couldn't breathe. But I could hear screams.

Screams for my help. Screams for my blood. Fire. Murder. Slaughter. Flood. Bomb. Help. Kill. Take. The words just came. Madness. I stood, and I shook so violently, seeing the world fall away below me, the people falling right off the planet from the tops of crumbling, warping buildings...

And then I fell with them. I fell out of the dingy alleyway into the red sea of a bullet hole. I smelled blood and my own vomit. The word 'cake' crossed my mind.

"Pass the cake. Pass the corn. Pass a roll. Pass the butter."

The echoes followed me.

"You're funny, Uncle Ben."

"But looks aren't everything. Badumpump."

I knew these memories. A picnic when I was nine. Before my parents died. I could rationalize this.

I shouldn't have tried. I shouldn't have been in my head. Muscle memory is automatic. I could have got home. Could I? Was I?

Was I going home? I was on an airplane. The thin whine was familiar, the seats nondescript, the buzzing in my head surely the low murmur of conversation. "Please make sure your seatbelt is tightly fastened." I reached to secure it. There was nothing there.

"Allow me," a familiar voice said. My head jerked behind me. But I didn't have to see his face, because his arm wrapped around my waist. His metal, mechanical arm. I shouted. I wasn't even in my costume. Two more arms pressed at my temples, slow, painful, inexorable. I felt them crushing my veins. The skin. The fragile bone. Dr. Octavius leaned in to my ear and whispered, with a cool female voice, "We know you have options, and we thank you for flying Fisk air."

An engine exploded. No metal arms bound me, but the agony in my head was real and throbbing. There was screaming all around me. My parents. I knew before I saw them, their eyes wide, their mouths gaping in final screams that they were on each side of me.

"This is your captain speaking. As we make our final descent, please remember to keep all firearms in the overhead compartment and do not unfasten your seatbelts until the seatbelt light is off."

It was Uncle Ben's voice. But he stood in the aisle, in the skimpy attire of a flight attendant from the 60s. With a smile, he pulled out a pistol and shot himself in the mouth.

The plane exploded. I was dust. I saw Mary-Jane's arm, with its beaded yellow bracelet still attached, falling with the fuselage.

I felt I woke again. Needles rose up towards me. They pierced my eyes. I threw up again, and this time managed to partially peel off the mask.

A deep male's voice echoed into existance.

"Better out than in. You know what they say about the first hit of fear toxin."

I felt a hand upon my back. Blearily, my vision returned and I saw a black gloved hand offered for mine. Were there thorns on his arms?

I had to fumble to grip his hand. No. Spikes.

I looked up.

I'd found the Batman.

* * *

Wow, this chapter is like twice as long! I'm not sure if I might have gone a little overboard with the hallucinations. But they were fun to write.


	3. Face to Face

Further continuity chatter: In this chapter and the previous, I seem to be sticking to the Ultimate Spider-Man universe. I do like Ultimate Spider-Man up till issue #95, and I will probably be referring to it again. However, as before, note that it is not my sole reference, nor do I accept everything in it.

Thanks for the continuing reviews! Very encouraging!

* * *

I wasn't out of the toxin's grip, not yet. Standing, I could begin to be aware of my surroundings, could begin to see – but the information I received was warped and twisted. The dullest thing looked threatening, and everything was somehow magnified yet vague. I was still in an alleyway, but it was definitely a different one – I didn't remember being behind a pizza place and a crafts store. Looking at my hands, each finger seemed to end in a clawed point that I knew was not there. And the Batman's face, or mask... it had glowing white eyes, triangular in shape and staring with blank menace. Tall crooked ears rose above angular, sunken features and a gaping, morphing mouth which glowed with the same white light.

"What the hell?" I choked. My voice was not my own, sounding muted and garbled in my ears. "What the hell was that?"

"Fear toxin," came the voice – a growl. My head still throbbed, my spider-sense still buzzing with electric unpleasantness. Like a shock, and I was constantly taking voltage.

Suddenly I put two and two together. They said Batman struck fear into the hearts of criminals, that it was his primary weapon. Suddenly I knew how. I couldn't be sure if the sick horror I felt was because of the realization, or just a pre-existing condition by this point. The Batman was vicious – crazy, twisted – he'd hit me with his fear toxin! My mask was half-off, disgusting inside, and I was barely able to stand. But I wouldn't take what had just happened lying down. I swung at him.

Word of advice: Don't try to punch the Batman. Even if he's not going to try to fight you, it hurts. Guy has armor like you wouldn't believe packed into the suit; you'd be much better off punching the average interior wall.

I felt like I'd broken my hand. Maybe the fear toxin magnified pain, too. He grabbed my fist in his hand and said, "What are you doing." I could see features more clearly now – a more human mouth, for one, no longer gaping white and glowing, began to emerge.

"The hell! You – you do that to people? And they call _me _a menace!" I tried to throw him off, but I wasn't up to my usual, you know, proportional strength of a spider.

He gripped my fist tightly. "No. No I do not. You stumbled onto a trap of Scarecrow's, I can assume he laid it for me. Because honestly, that kind of dosage was not built for someone of your, ah... physique." He paused, releasing me, and I reeled back slightly. "How old are you, exactly?"

I get that a lot. Second only to "You're shorter than I thought you'd be". What can I say? It's one of the unfortunate side-effects to being a teenage superhero. It's not that people know just by looking at me in costume that I'm a kid; it's that once I start yapping and making all these jokes and pop culture references, I start sounding like I need to be doing homework and getting a good eight hours in instead of swinging around in my pyjamas.

I didn't dignify that with a response. "Hang on. Scarecrow." I'd never heard of him. It was a question, though in my stunned, toxin-soaked state it may not have sounded like one.

"You wouldn't have heard of him here. Dr. Jonathan Crane, alias Scarecrow, professor of Psychology at Gotham University. Took his obsession with fear too far when he started creating a toxin and testing it out on the students. He's had grander designs than that, too, but he's been in Arkham Asylum for years now..."

I wasn't looking at him now, as I had spotted a tap on the back wall of one of the buildings. It was probably too dark for him to get a good look at my face anyway, but I was sure to face away from him as I removed my mask and gave it a good wash. Better wet and uncomfortable than... ew. "So what's he doing here?" I took a drink of the water before putting the sopping mask back on.

"You familiar with Wilson Fisk?"

I swear I freeze for a second every time I hear that name. Wilson Fisk is the kind of scum that really makes my blood boil. They call him a white-collar criminal, and that's not true. You see, a white-collar criminal just deals with money – they move around numbers, they lie on their paperwork, they do insider trading. They don't get their hands dirty.

It's hard to crush a man's skull with your bare hands and not consider them dirty.

But Fisk, the Kingpin, had done just that – in front of his own security system. Knowingly on-camera. It should have dwarfed Watergate. But the guy – I swear – the guy throws around money at the right charities, bribes the right people, and suddenly the security DVD is thrown out of court as inadmissable evidence. That kind of power – to have the whole nation see this footage on their TV, this footage of you murdering someone – and just throw your weight around, and have them all acting like you're a saint. It gives me chills.

Or maybe the chills are because he put my mask on the guy. To give him _inspiration_ before he crushed his head.

"Kingpin? We've met," I said shortly. "He's working with this Scarecrow?"

"That's the short version, yes. I wasn't sure if Scarecrow knew I was here yet. You just proved he's got an inkling." He sighed. "Good news is he hasn't made any big moves yet. The toxin's not coming from the drainage systems, it was on a pressure trigger under the manhole lid, if you're curious."

"You're saying he _could _have dumped this fear toxin stuff into the storm drains."

"He won't." He sounded so sure.

"Why not? Guy's supposed to be nuts, right?"

"One, he's tried that before and I stopped him. Two... and more importantly... He's not going to give away product for free if he's selling it to Fisk."

It took a moment to sink in. "That... completely stinks."

"Hrm." It was something of an affirmation. He stepped a bit closer. "So who are you?"

I stared. Everything was starting to look normal. The guy was definitely human – though possibly a mutant, I reminded myself. "Seriously? I know who you are. You're the Batman. You make the news. So you should recognize me – what, you don't recognize me from the Bugle? Am I that much cuter in person? Or did the vomit throw you off?"

I don't know how he gave me the look he did with that mask and the white eyes. "I'd say you're Spider-Man. But I hear there's a lot of those here."

Ouch. But technically accurate.

"Oh. Yeah, there've... there've been a few impostors, but I can assure you I'm the real deal. Criminals who have put on the mask. Plus I've made a few changes of costume myself."

"I liked the black one better."

I wanted to laugh. But I just wasn't my usual, cheery self. I kept seeing flickers of shadow, hearing snatches of mangled sound. "It just wasn't me."

He asked again. "_How_ old are you?" I don't think he had much of a sense of humour.

"Old enough." It was time to change the topic; he was starting to frustrate me too. "You think this Scarecrow has anything planned tonight?"

"Chances are slim. He's not meeting with Fisk for a few days. He's obsessive, but not an idiot. He's not going to do anything that'll ruin his chances." He was fiddling with – controls, a keypad maybe, on his arm. Huh. He was a gadget guy. But it was my turn to be suspicious. Kingpin was a secretive guy. His private dealings weren't exactly broadcast to the world – let alone out of New York.

"What, do you have Kingpin's day planner? How do you know?"

Again with the look. His eyes narrowed, his jaw hard. Which was saying something, because the guy had this jawline I'd only seen on Captain America, or maybe Wolverine under all the scruff. It was like the grim bastard just couldn't take a joke.

"I have sources." He stopped at that, broad arms crossing.

Both of us were running out of patience – I felt sick, and at this point, if nothing serious was likely to happen, I just wanted to go home. Think the situation over, and try to put a stop to it another day.

Like on the weekend. That'd be nice for once.

"Great. Listen, then. I'm going to go. Thanks for the heads up." My head was swimming too much.  
Oh, and I had school in the morning. Bonus.

It was rude, but I swung off without another word.

Which would've been fine; the Batman didn't stand on ceremony, as it turned out. But he did say, or rather shout, something I missed swinging off that fast. Since I missed it, of course, I didn't hear the exact words.

I imagine it was something like,

"Hey, you know the effects are gonna come back in a few hours, right? You want the antidote?"

Well, maybe not so casual. But something like that. Anyway, I didn't hear it. I swung my cute little hiney right back to Queens, right back home. It was only midnight when I crept into my room. Not bad at all. I'd get a little sleep, go to school, try to see if I could work out more about this deal between Kingpin and the Scarecrow guy during study hall.

So I assumed. Just letting you know now, that's not how it worked out.

In the wee hours of the morning, the fear consumed me.

* * *

I can't believe how quickly I'm writing these chapters. Spidey's just fun to write. I think I've decided that it's gonna be his POV the majority of the time, but I may switch to Batman. I will DEFINITELY be switching to another character who has only had a 'cameo' so far at some point. Take that as a teaser!


	4. Fear Learns

Thanks for the reviews!

* * *

There was an unease as I crept through my bedroom window, and that was nothing strange. All the deception and sneaking around wore on me. I was always afraid Aunt May might spot me one day, changing out from my costume, or spot it tucked away in my backpack. The fear felt normal. But I was tired, and somehow, despite what I'd seen that night, I didn't have any trouble falling asleep.

I jolted awake at two in the morning, panting, my heart beating in a panic in my ears. What had I dreamed? I can't remember, I couldn't remember even then. I stared at the ceiling, instantly alert. The electric buzz of my spider-sense was present, dimly, like background noise. Sometimes it flicked off. Like its wiring, my wiring, was fraying. Shadows from trees, street lamps, furniture and junk in my room mingled across the night walls of my room. They became unmoving, sleek shapes hovering above, in wait. Sometimes they moved, cutting slowly and powerfully through the empty space of the ceiling and walls like ancient creatures. I had to say it out loud to believe myself.

"Just the fear toxin." My whisper was dry, my mouth a desert. But I didn't want to get up and get a drink; I didn't want to know what I'd see. Certainly it'd be better if I slept it off. But this time it was a lot harder to get to sleep, even to close my eyes. My spider-sense was on the fritz, attacking me randomly now, sometimes pausing for several minutes, sometimes sending electric shocks down my spine as if I were being attacked. And the shadows were moving regularly now, hovering above and around the bed, like vultures circling.

I don't remember sleeping, but I remember waking.

The sound of a gun jolted me out of bed. It was not a distant echo. Was it near? I couldn't tell. The sound was crawling slowly into mere memory, and I could not analyse it. I stood in my pyjamas, alone in my room. The shadows on the wall were behaving normally again. Everything seemed returned to its natural state. Except, of course, for the sound. It hadn't been accompanied by a scream... but I waited for a second shot. Or a yell of anger. Or the sound of a neighbour playing a movie way too loudly.

Nothing. Not a sound followed it – not a mangled echo, not even my hallucinations there to give me any information. I knew nothing, and it terrified me. I needed more information to process the gunshot, to reason with it. I needed _something_... All the really brainy people you know, all the geeks like me, we're afraid of being left in the dark. Truly, truly afraid.

My heart was in my throat, my hands clutching at nothing. I had to see. I had to make sure things were OK. I put my hand on the doorknob and turned.

Two sharks lay dying, flopping in puddles on the carpet of the narrow hallway. The ceiling stretched up about six meters too high, into absolute darkness – but from the sound of it, the space above was littered with tiny creatures. Bats, I supposed. I knew this was the toxin at work. The sharks were from a tank of Norman Osborn's, one which had shattered months ago when I fought him. The bats... well, I didn't have to wonder about that.

I stepped along the hallway, the skittering noises from above growing louder. I was careful to be quiet, but I felt as if I were walking on a windowpane, and that the slightest misstep could shatter it, sending me falling through a sea of glass knives. The stairs seemed longer and far steeper than they should be; Aunt May wasn't exactly frail, but I wondered how she possibly went up and down these with no problem. I stepped down. My foot hit a stair several inches above where my eyes saw it. I fell, rolling down the steps, each one feeling like a lead pipe to the ribs.

The sound was so colossal, it overshadowed everything. But I finally landed on the floor of the kitchen, groaning in pain, squinting in the light.

The light? Why was the kitchen light on? Perhaps –

Hang on.

In my fall, the sound had washed out the excited squeaking, but now I could hear it growing closer. They weren't bats up there... Thousands of tiny legs, tiny pincers, clicking, racing down from the ceiling to me. I saw them. Spiders. In a solid black mass, distinguishable as animal only at the edges. They descended on me from the walls, spreading like black paint down the floor and onto me as I lay on my side. And gathering like a negative-space chalk outline, they stopped as a unit, an inch away.

Not spiders. I could see, now... I could see them, an eyelash away. They were creatures of black animated ooze. Their segmented bodies gleamed, each section unnaturally spherical and free of imperfections. Their pincers were rounded and bubbling, each leg ending in a droplet... Not spiders. But Venom. Symbiote. I tried to tell myself it was all the toxin – all the toxin – but how could I be sure? And what had the gunshot been?

I tensed, as one leg reached out to touch me. I could not move a muscle but to twitch. I wondered, growing hot with my efforts of movement, if I had somehow damaged my spine in the fall. The symbiote-spider's leg with the rounded tip outstretched slowly, warping and splitting into hairlike tentacles – they webbed over my motionless, open eye.

For a moment, all was still. I could hear the kitchen clock. Then I could see nothing from my right eye, as the symbiote creature blacked it out completely. But with the left, I saw the tiny spiders become one in an instant – like molten metal drawn by a magnet – drawn in by the one that had touched me. I was drowning in them now, even as they became icy liquid, I breathed them in. I was blinded. The blackness was unending. But I dreaded it peeling away, I dreaded the return of my sight all the more... who knew what I would do... If I could even control it...

The blackness stretched like a membrane, thinning and tearing until I could see the world through a grey film. The light in the kitchen was out. I could sit up. I was very sore from my tumble down the stairs, but I could move. I looked at my hands, and at once wished I hadn't.

The fanged flesh, the shapeless appendages of Venom ready for the kill twisted all over my body, giving me more limbs than I knew could exist, covering every inch of me with a cold as if my clothing were soaked in ice-water. I knelt on the floor of the kitchen and covered my eyes, shaking, the vibrations rippling the symbiote. I didn't want to see. I wanted to run, but if I ran, I knew something worse waited for me. Electric shocks shot down my back continually. And all I could force myself to do was close my eyes and step – slowly as the timidest, most frightened creature in the world – up the stairs, relying on where I remembered them to be.

The stairs ended. I was walking on the panes of glass again – I felt them cracking –

"Peter?"

Aunt May. No! She couldn't see me like this! I was frozen to the spot – if I moved, the floor would–

She was already out in the hallway, looking half-asleep. "It's four in the morning, Peter... what are you _doing_?"

She was staring at me, a horrible, inhuman mass of twisted black bands of flesh, with a cross look. Not the horror and shock that should have been there. I couldn't take control of my lips, my voice – and when I did, I was certain it would be a monstrous grating garble –

"... I... didn't you hear that?"

Sure enough it was the voice of the symbiote echoing over mine. And Aunt May didn't seem to notice.

"I heard what sounded like an elephant going downstairs. What's going on?"

I looked at my hand, to make sure, and was greeted with the sight of a ropey tentacle covered in wickedly curved, thornlike fangs.

I looked at Aunt May's face, which was tired, lined, and staring right at me. She gave no reaction. I saw a cold glint in her eye, for a moment, like a snake... Was that the toxin, too?

"I thought I heard a shot..." I sounded childlike under that dark echo in my ears, stupid. But I'd heard it.

May's face softened. "I would have heard it, Peter... go back to bed."

My steps were so slow, so timid – I was giving myself space for the twisted black monster I saw and felt, not the teenage boy she must have been observing. "Peter," she said – putting a hand straight through the icy symbiote and onto my shoulder. I shivered. "Are you okay?"

"Great, Aunt May. Doing fine." I whispered dumbly.

"Peter, you're in cold sweats! Have you caught that flu that's going around?"

My heart pounded in my ears.

"That must be it..."

"Get some rest. But I don't think I can let you go to school like this."

Somehow I escaped back into my room... but the victory could not feel like one, when I could not tell what was real or imagined, if I had actually spoken to her at all... I did not sleep after that. I remember Aunt May coming in and pressing her hand to my forehead, sometime after my brain had forgotten I was supposed to be covered in symbiote. I believe at the time that I thought there were cameras at my windows, implanted horribly into the eyes of crows... I don't even know if the crows were _there._Aunt May made some sort of critical remark... I can't remember exactly. But I was left alone.

The good bit was I didn't have to go to school – because seriously, that's the last thing I needed.

The bad bit... Well, I think you've figured out most of it. The toxin was wreaking havoc with my mind, and I had no idea how long it was going to last. Waiting it out was not an option. My instincts, any human's instinct when wracked with terrifying hallucinations, would not allow for it. Sometimes I could keep on top of it, and get a distance... but it interacted with my brain chemistry in terrible ways. I swear, it practically began _learning_ what would scare me into a quivering puddle of jello. The bats hadn't done it, so they became spiders. A whole rush of spiders? Major creepsville. But don't get me wrong; I've never had anything against spiders, exactly... so bam, they're not exactly spiders anymore. This Crane guy must be a chemical genius. Like Norman Osborn.

But if I couldn't wait it out, what to do? Well, that was obvious. I had to find someone who'd had experience with this, at least to tell me how long it would last. I needed, again, to find the Batman.

And bringing my camera this time wouldn't be a bad idea, either.

I didn't want to make the search in the state I was in, even though the attack was ebbing. So I did what anyone would do if they were sick; I drank plenty of fluids. It's almost always a good idea, as it would theoretically help to rush the toxin out of my system. It's not easy to drink anything, though when everything you can taste either puts the metallic tang of blood in your mouth or tastes rotten.

(In retrospect, the milk may just have gone bad.)

I felt almost normal by the time I pulled on my costume. As normal as a guy can get wearing tights and a fanny pack (A fanny pack! God! But I didn't want the camera swinging around and getting damaged.) My spider-sense wasn't buzzing, and though things looked a little warped, it was more like I was in a Tim Burton film than anything actually scary. I hoped that my journey would be a pointless one – that by the time I found the Batman and asked him about shaking the toxin off, I would have already done it.

Have I mentioned I have terrible luck? I should stop hoping things.

I perched on the side of a skyscraper, surveying the area. It was when I caught the blinding gleam of the sun off of the empire state building that I realized my first mistake.

It wasn't that I knew much about Batman. I didn't really read the papers when they mentioned him, though I glanced over the photos. But I had no memory of any photograph of him that looked like it was taken during the day.

There's a lot of reasons for that, of course – the guy probably led a double life, like me. But that cut down my chances of meeting him before dusk considerably.

I realized my second mistake moments later. What was it? Well, I was perched several hundred yards up a skyscraper, with a mind-altering toxin in my system which was constantly seeking out my deepest fears.

My fingers began to slide. I'd chosen a window with an empty office as my perch, but as I slowly slid down the glass, I was pretty sure my feet could be seen in the office below. That would have been an annoyance, a concern, if I weren't convinced that any minute I was going to fall. And worse, I knew I had to let go with one hand to secure myself with webs.

I didn't have time to wonder whether I was losing my grip at all. Because if there were the remotest chance I were, I was not going to wait out this hallucination. It would kill me.

I moved fast – I flung web up to the roof. Web-shooters still working. Good. I could just climb like a normal person with the strand, it was sticky enough that I could maintain my grip. Even shaking, I could do it. But the effort was enormous. My feet slid constantly from the glass. And I kept looking down...

Looking down from a height isn't a big problem, when you know you've got webs, strength, and the ability to stick to walls on your side. I've taken falls, but I've always been able to catch myself in time.  
When you don't necessarily have those things, though, and you see the world a mile below, and feel gravity tugging and begging you just to let go... You know why they say it. Don't look down.

I made it to the roof, past what must have been dozens of gawking interns inside. I collapsed atop it, panting. I was still sore from my fall down the stairs, let alone this added exertion. Then I heard the shot.

The shout of pain.

I was swinging before I knew it, flying through the air, operating on instinct. How could I have heard a scream from all the way up there? Didn't matter. Didn't matter.

The streets filled with blood. Didn't matter. Had to get there. Go. Move. I knew. I knew, somehow, where I had to go. Faster. I whizzed by vendors. I shot past the building which housed Fisk industries. No time. No time.

I knew. And yet I _didn't_know where I was going. Not consciously. I was a passive rider in my own body.

And there I was. And I was too late. I'd always been too late. Even in my dreams, I was too late.

I knew this place well. A sidewalk, poised three blocks from the fighting rink where I'd made my debut. In front of the alley, with a gift shop on one side, a chinese restaurant on the other. It was the last place I'd ever seen Uncle Ben.

Every time I saw this spot, some idiot child inside me thought, somehow, he'd be there. Waiting for me.

There were some pedestrians headed my way, with glinting smiles and narrowed eyes, holding their jackets and purses in a way that convinced me each concealed a weapon. A woman pointed at me, grinning. I ducked into the alleyway, panting. Again unbidden tears threatened, a lump in my throat, my heart still going a mile a minute.

"Didn't expect to see you so soon."

I leapt. Ten feet into the air onto the side of a fire escape, perched on its vertical side. Huh. I guess I did still have my powers.

I narrowed my eyes at the Batman, who stood perched in the shadows of the alley architecture. "You sure hang around in alleyways a lot, don't you?"

"Hm. You could say they hold great importance." I swear he paused there, as if he'd meant to say 'to me', but changed it – "To the criminal underworld. And I think I've just found a place that holds great importance for _you_."

* * *

Chapter worked out a little different than I'd anticipated. You can tell I really like writing the hallucination scenes. I swear, my own personal phobia might have leaked into this one a bit much. (It's not spiders.) I also came SO CLOSE to accidentally quoting K.A. Applegate during the beginning of the hallucinations here, because nobody freaks me out like she does. If you want a game, try guessing what it is that freaks me out so much. =D


	5. Snapshot

Sorry for the delay! I'm working two jobs now, and it's not giving me a ton a free time to work on this fic. Plus I had to figure out a few plot points; I have a lot of stuff for MUCH later figured out, but not a ton of the immediate figure.

Thanks to Michael for helping me with a few ideas for this chapter.

* * *

"I think I've just found a place that holds great importance to you."

I felt a chilly foreboding. And I was damn sick of feeling those. I decided, despite its unnerving truth, to totally ignore the comment – but to keep it filed in the back of my head.

"Sure, why not. I'm not really in the mood. You said you've faced this Scarecrow guy before. If you're familiar with his toxin, any chance you're also familiar with -"

"The antidote?"

It wasn't exactly the word I had on my lips. It was a few steps up, to be honest. I paused, breath catching in my throat for a moment. "Yes."

"I have some on me."

Where? That was the big problem with spandex – no real place for storage, as evidenced by my highly uncool fanny pack. True, his suit was maybe a bit more armour than show, but – the belt. Had to be. What looked at first glance to be ornamental sections of armour were clearly compartments, though I couldn't tell how they might be opened. Probably hidden buttons. He wasn't moving to press any of them. "... Great. Any chance I could have some?"

"Seen anything interesting around the city lately?"

I couldn't believe this guy! If he didn't want to spare the antidote, thinking he'd need it for himself, he could just say so – but he was trying to get information from me instead. I didn't have the patience for this.

"Just the usual thugs and a whole lot of hallucinations, thanks." (Normally I would have made a joke about the Walgreens thing. Just proof that I wasn't feeling so great.) My posture was tense, and I did not move from my position. "What, are you going to trade the antidote for information?"

I swear the Batman smiled. Already I knew he was a grim, humorless bastard; the smile was unsettling. "What can you tell me about Wilson Fisk? His habits, his cronies. How can I get to him?"

I descended, inverted on a strand of web to look him in the eye, all the adrenaline from the massive rush of fear turning readily to fury and indignation. "You don't want to 'get to' Kingpin. You're one of the big-shots, I can tell, so you probably think you're untouchable. You're wrong. You'd better hope Kingpin doesn't even notice you're here."

Batman stared me down right back. His eyes were dark blue, and cold. "That's the fear toxin talking. _You_got to him, clearly." It wasn't a compliment. It was like he was saying, 'if some cocky little kid gave him trouble, I can take him out with my pinky'. "How do you know I haven't dealt with him before?"

"Because – I – Live – Here! I think I would've noticed! Even if you were too busy hiding in alleyways, the papers are all over costumed freaks – somebody would've blabbed that you were around!"

His voice was smug. "I'm good at dealing with the press." And he didn't move an inch. He was still waiting for his information.

"Fine. Kingpin's got a bunch of cronies, but most of the big players are in prison right now. He's got an assistant with him, though, guy named Ephias Hallend, and too many connections to the underworld to count. His security system is serious lately, he's smart enough to prepare for his enemies... far as I can tell, the best way to find him is to go through Fisk Industries' front door. Or catch him at lunch."

Click. A little compartment of the utility belt opened; within were several vials containing a nearly transparent liquid with a pale tinge a little bit like green tea.  
Click. Another compartment opened, showing a small injector gun – he placed one vial into the device.

I glared at him – not that he could tell, of course – and remained motionless. He pressed the injector gun to my arm, and with a minor sting, I had the antidote.

"Thanks." It was hard not to sound bitter. "Since you're here, any idea about where this Scarecrow guy is?"

"Jonathan Crane likes areas of high excitement and activity for his crimes. Sports stadiums, landmarks, schools."

"So you're saying he could be hiding out anywhere in Manhattan."

"No. He wouldn't hide anywhere with so much noise. You should keep an eye on areas with access to industrial chemicals, but since I know when he'll be meeting with Kingpin, there's a deadline on that."

"When exactly is that?" I was starting to feel better already, though not a whole lot less ticked off.

"Monday, according to my sources."

"Your sources." He didn't move a muscle in response. Not one. "... Right. Well. Thanks for the antidote. Great to see you so active in the search for your Crane guy. I'm going to go now."

He didn't say a thing this time, I'm certain of it – I swung up to the rooftop of the souvenir shop, scowling beneath my mask. I was getting a feeling of being manipulated – that he was making me do the boring work of finding his criminals for him. And the thing is, if he'd just asked me to help him, I would have been fine with it – but he was using me instead.

And despite it all, I'd cooperate, because I don't ignore dangerous criminals well. Not anymore.

But there was a certain spite I had... He hadn't asked about the fanny pack, which was a small relief in a way; on the rooftop, I unzipped it quietly (Maybe he had super bat-hearing) and took out my camera. He was standing more or less still – watching, waiting for something. No; he was pressing buttons on his arm thing again. Perfect. I had time to set up the shot, something new to me.

Click!  
Click!

Click!

Three solid pictures! I was sure of it!

Click!

I saw it in the preview image before I registered it. He was staring at the camera, scowling menacingly. And the first thing to go across my head was, _Wow, that's the best one. It really shows his character._

The second thing to cross my head was my Spider-sense, and the wind directly over it as I dodged a punch.

I didn't need to stay and talk; I had gathered that Batman didn't like his picture being taken. But with the antidote, my usual habits in response to sensible battle-fear were returning. You know, the little things that make me me.

"Woah! That's _one _way to get rid of the paparazzi!"

He was fast, but I was faster. I'm usually faster. Every grab for the camera he made, every jab to disarm me, I could dodge – to be honest, it felt good, the breezes he kept creating.

"Bats today! No respect for the arts!"

He was silent except for grunts and snarls of effort – I had to admit, he was good. He'd probably trained half his life. And if I were actually trying to fight him, I'm pretty sure he'd wipe the floor with me in about thirty seconds; but all I was doing was keeping my camera and my bones safe.

"Do you know how much these things cost? Come on, man!"

He swung from the right – I ducked right into a crouch, before I saw the leg sweep around. It hit me in the ribs and I rolled, the camera jabbing into my stomach, but safe. No. I didn't need to stay and talk! I needed to throw web and go! I sprang to my feet, throwing the camera's strap around my neck, and soared out the moment my web had hold on a building.

It probably should have occurred to me that the Batman could fly.

I wish I'd seen how he took off – but all I was aware of was a massive, black shape soaring over me. He was slowly losing altitude, but he was so close that I couldn't gain any without risking running right into him. Instead I would out-maneuver him. I swung abruptly left. I gained speed, shooting past buildings at yachi-mama miles per hour. Then I turned right. Then all the way around the narrow Daily Bugle building.

I was limited to the buildings. He was limited to the sky. And the thermals around Manhattan are great, even assuming you're a guy with a glider. He had managed to pull up, and was waiting for me before I knew it.

I grabbed for my camera with one hand as I swung, in a last ditch protective movement as it buffetted me – pulling out the memory card. No need to palm it; it stuck right to my fingers. Half a second later, some sort of grabbing device made of metallic cord shot down from where the Batman soared, and the camera was lifted up and off my neck.

The Batman landed on a nearby rooftop, and I pursued in time to see him drop the camera into a dumpster below. Three hundred feet into a dumpster, that is. My camera – my tool of the trade – my method of employment – my _extremely expensive_camera – was ruined.

I slipped the memory card into my boot before I approached him. Before I could say (or yell) anything, though, there was a colossal noise from a distance.

I recognized the combination of shouting, the cracking of concrete, and the rhythmic pounding at once.

"Ugh. Seriously? Rhino's out?"

* * *

I confess; I'm not huge on action scenes. But I've gotta give you guys at least a few, and this is one I've planned. It was going to be either Rhino or Shocker, and Shocker's even more of a joke. No, Rhino's not going to be a major villain; I mean, he's Rhino!


End file.
